Hail to the King
by blacksuitchris
Summary: The much anticipated sequel to the Inferior Spider-Man, it has been months since the Superior Spider-Man fell and Peter Parker thinks him and his allies have gained their peace. But that peace will drown in blood as Norman Osborn has been reborn within the body of Carnage! And his plan is simple, take New York City along with his Goblin Army and kill all the Spiders!
1. Prologue

**I DON'T OWN ANYTHING.**

Prologue: Crimson Day

Midnight, in one of New York City's cemeteries, a lone security guard does his usual patrols and checks on the graves. Normally this cemetery wouldn't need a guard, but after the events of Otto Octavius's reign in Spider-Man's body, New York's current mayor Stanley Lieber made all graveyards upgrade their security just in case any more villains cheat death. The guards himself walked pass the mad doctor's grave that had been grafittied and vandalized with phrases like "burn in hell Ock!"

"Poor bastard…" The guard sighed to himself as he continued his shift.

It was at that moment he saw a hooded figure looking over two other men who were masked and seemed to be digging at the grave. Thinking they were grave robbers, the guard grabbed a baton and ran towards them as he yelled "Stop right there thieves!"

The hooded figure turned towards the guard as he simply walked towards him casually. For some reason, the hooded man's mere presence stopped the guard as it seemed this man wasn't what he appears to be.

"Uh sir, you can't simply just dig up a grave…" The guard tried to reason as he began to have cold feet.

The hooded man simply chucked as he said "But as the king, I can do whatever I want…" It was then a toothy grin appeared under the hood as red tendrils wrapped around then guard's neck and squeezed tighter and tighter until…

SNAP!

The guard's neck snapped as he fell dead. The hooded man then began the laugh maniacally as his clothes morphed into the blood red monstrosity Carnage.

"No wonder Kasady enjoyed a slow death, it's very satisfying!" Carnage said who was really Norman Osborn who found a way to cheat his own demise by stealing the secrets of his own killer, Otto Octavius.

"I could've killed him myself sir…" A voice said above as Osborn turned to a tree to see his second in command Phil Urich, now the Green Goblin.

"But my boy, a king should enjoy taking the life of his enemies himself." Carnage chuckled as he went to check on his other minions at the grave.

"We're done my king!" The grunts said as the opened the casket.

"Excellent, I can revisit one of my favorite kills!" Carnage gleefully said as he looked over the body.

"You're lucky I'm getting more genetic samples, otherwise I wouldn't agree in desiccating this goddess's grave." Another new voice was heard as Miles Warren, The Jackal appeared behind him along with Carrion.

"But good doctor…" Osborn began to explain as he grabbed a piece of dull blond hair "...I need a message to show the Spider's a new era is coming HAHAHAHAHA!" Osborn continued to laugh as lighting flashed, highlighting the grave marker of Gwen Stacy.

The next day, New York seemed to be a much more peaceful place thanks to Octavius's demise and the election of the new mayor, but for a certain wall crawler, it's just another day on the job.

"You'll pay for killing my beloved Octavius!" Angelina Brancale aka Stunner proclaimed as she, Boomerang, Beetle, Speed Demon, Shocker, and Overdrive faced off with Spider-Man as a new "Superior Six".

"I would explain he was an egomaniac that was about to wipe out reality, but I guess you must be crazy as well to date the guy Stunner!" Spider-Man quipped as the shot webbing in Shocker's face while punching Speed Demon in the face.

"Don't you dare talk about my man like that bug!" Stunner said in rage as she tried to throw a car at Spider-Man, only to have it stopped by Spider-Man making a web net.

"Have to stop these nut jobs from turning New York into WWE!" Spider-Man thought as suddenly he saw Beetle blasted by a beam of energy as they all looked up to see Iron Man, Captain America, Hulk, Wolverine, Thor, and Black Widow leaping from the Quinjet as Spider-Man smirked and yelled "AVENGERS ASSEMBLE!"

And it a few moments, all but Stunner were defeated by The Avengers and Stunner simply starred down Spider-Man as she was about to charge at him before her holographic body began to glitch out before it disappeared.

Spider-Man sighed as he pressed his earpiece and asked "You got her Cat?"

"She's no longer a problem Spider." Black Cat answered as it turns out Spider-Man traced the Stunner signal to Angelina's location so while he distracted her and her six, Black Cat would defeat Stunner with ease.

After having SHIELD arrest the villains and clearing things with the police (including Carlie Cooper) and the press, Spider-Man excused himself to as he heard something from the citizens that he would never thought to hear, cheering.

A few minutes later, Spider-Man lands on the roof of his condo and changes into his civilian clothes as enters his home to see his eight pregnant wife Mary Jane waiting for him on the couch while watching a news coverage of Peter's heroics.

"Hey tiger, how was your day?" MJ asked as she gave Peter a kiss as he joined with her on the couch.

"Well I found a way to hack Octavius's ex-girlfriend's systems, get the jump on her and her 'Superior Six' with my super pals, and I manage not get yelled at by a random old man of being menace. Just a usual day for your Spider-Husband. How were things at the Chelsea?" Peter answered as he asked how his wife's day was.

"Well today was my official start of my maternity leave, but I'm not sure I can last a day without working." MJ joked about her day.

"Hey you need to relax and also Felica said she'll watch over the place." Peter tried to reason with his wife.

"I can the place full of cats by the time I come back…: The two laughed as something occurred to MJ as he continued "…oh tiger, also found package for you, it's weird as it doesn't said who it from is."

Peter grabbed the package with some curiosity and his spider-sense wasn't being set off so it must be safe. He then opened it and once opened, his eyes widened as he simply starred at the package's contents.

"Peter…" MJ asked in concern as he went to see what was in the package, only to have her cover her mouth as the two stare at clump of the dull blond hair of Gwen Stacy with a letter saying "The King will Come" with a red stamp of the Goblin Army at the bottom.

Meanwhile across town, Julia Carpenter, the second Madame Web, was simply enjoying lunch with her daughter as she was glad she was to be with her daughter. She was glad she fully recovered from her coma and not only enjoyed time with her family, but she hasn't had a vision since Octavius's death. Unfortunately she then grabbed her head, knowing she was about to have a vision.

"Mom?!" Julia's daughter came to her aid.

In Julia's perspective, she then began to see images of a desolated New York with the bodies of all heroes litter the streets with Spider-Man, Agent Venom, and Scarlet Spider skeletal remains hanging in red webbing while a demonic laugh could be heard.

"Oh no…" Julia whispered in fear.

"Mom?" Julia's daughter asked with some slight relief as she was glad her mother isn't in a coma again.

"I need to warn to Spiders…" Julia said to herself.

That night, the staff of the refined Ravencroft Sanitarium was finishing off their shift as one guard was checking off the inmates. And ever since Ashley Kafka's death and Massacre's escape, SHIELD upgraded the asylum to ensure there would be no more escapes.

"Angelina Brancale…check, John Doe aka Jack O Lantern…" The guard said as he turned to see the restrained Jack O Lantern smiling with his mangled face as was singing.

"This is Halloween; this is Halloween, pumpkins scream in the dead of night…" Jack O Lantern sang.

"Freak." The guard thought as he continued his shift "…Gabriel Stacy…check."

Suddenly the hallway exploded as a dozen armed men burst through as opened fire on the security guards and nurses with little to no mercy.

"Dear god…" The guard pulled a revolver as revolver on the armed men before red tendrils wrapped around his neck from above her tried to fight off the unseen assailant before a flaming sword was plunged from his spine from behind killing him instantly.

"Ooh nasty." Jack O Lantern giddily said as he watched the mayhem in fascination.

"Are they dead?" Carnage said as he jumped down from an air duct as Green Goblin removed his flame sword from the dead guard.

"There're no survivors." Phil Urich confirmed.

Carnage then walked to Gabriel Stacy's cell and used his symbiotic strength to remove door with ease.

"Why are you here Carnage?!" Gabriel demanded.

Carnage then commands his symbiote to flow off his face and then said "It is me my son…"

Hearing the voice, Gabriel said "Father?"

"Yes my son, I am reborn." Osborn said calmly as he sliced off the restraints as Gabriel gave his "father" a hug.

It was then a voice in the cell next to Gabriel's can be heard as Jack O Lantern asked "Hey there, can I join you guys? I'm sure you can have one more killer on your team!"

Carnage then turned to Urich and said with a devishly grin "Release him and have him meet me and my son in the contraband vault.

A few minutes later Carnage, Gabriel, and the rest of the Goblin Army came as the starred at a tank filled with water and a "unique" occupant.

"So why we need this ugly thing boss?" Jack O Lantern asked as he grabbed his gear.

"Simple Jack…" Osborn chuckled "…we need something to sniff out the family." He then turned back to the tank that contained the Spider-Man Doppelganger.

To be continued.


	2. Chapter 1

**I DON'T OWN ANYTHING.**

Chapter One: Duos and Hunting.

New Jersey, in was pouring rain and it was a usual night for Lily Holister aka Menace as she roams the downtown streets. After Osborn's apparent demiseby Octavius's hand, Menace left the Goblin Underground seeing that the group is dead and done (especially once Phil Urich took command and allied himself with Jackal). And for months she lived in a rundown apartment complex and use what's left of her Goblin gear for simple crimes. In other words, her life is a wreck, but it was her wreck.

"I wonder how Harry and Stanley are doing." Lily thought as walked down a lone alley way. But once she was in the middle of the alley way, an inhuman hissed can be heard.

She then turned around to see what it was; there was nothing to be seen. So she continued walking, but suddenly, she was lunged upon by a multiarmed figure and the two slammed against the wall.

"The hell?!" She looked to see a Spider-Man like monster that had three sets of arms, multiple eyes, and rows of sharp teeth. Lily the changed to her Menace form and before she was read the fight Spider-Man Doppelganger.

"Heel!" A familiar voice said as the monster lets go of Menace as Lily sees Carnage along with Green Goblin, Jack O Lantern, and the Gray Goblin above her.

"So the rumors are true, you renovated Carnage's brain Norman." Menace said with venom as she heard from the underground that Norman Osborn had jerry rigged Octavius's tech in order keep himself alive.

"Yes my dear and I heard you had a disagreement with the family." Carnage said with a calm, yet intimidating tone.

"Because all you do is plot for Spider-Man's death and in the end you get your ass handed to you." Menace said sarcastically before several symbiotic tendrils wrapped around her throat and she was faced to face with Carnage/Osborn.

"But I have a more expansive plan and I need you in it my dear." Osborn said with a toothy grin.

"And why the hell should I help!?" Menace demanded.

"Because I can help you find your son and my grandchild." Carnage answered sinisterly.

Meanwhile in Philadelphia, two other symbiotes where have a rather hectic day at a local mall.

"This is for ripping my wings off you son of a bitch!" The Human Fly growled as he shot a stream of acidic slime at Agent Venom in the main hall of the mall while Mania fought against Megatak in a video game store.

"At least you got some of those Alistair Smythe bootleg upgrades." Venom insulted as he pulled a pistol on Human Fly.

'And it hurts like hell!" Human Fly said in rage.

"I don't know what's lamer, Coach fighting a Jeff Goldblum rip-off or me fighting a video game man!" Mania complained as Megatak syphoned off the energies of several game consoles as a blue ball of flames formed in his hands.

"Hadouken!" Megatak yelled as he shot the fireball at Mania. Fortunately Andi dodged it as she landed a punch at Megatak.

"Nice dodge kid!" Flash complimented as he shot a web line at Human Fly's face and slammed him against a hot dog restaurant, knocking him out instantly.

"One down, this ass hat to go!" Mania groaned as Megatak formed a sci-fi alien hammer and tried to attack Mania with it.

"I will destroy you wretch, I can gain all the powers within all the games in this store!" Megatak proclaimed as he continued his onslaught.

"This nut job seems the gain the powers off all the consoles in this damn store…" Mania thought as she then had an idea as she noticed they were the exposed consoles that were also plugged in. "…Well I guess I have to void the warranties."

Mania then shot out several thick slabs of webbing (and also demonically enhanced) and let the consoles overheat before short circuiting.

"NO! I CAN'T LOSE MY POWER!" Megatak panicked as she wondered how the teenaged symbiote figured out a way to stopped him.

"it's a stupid trick I learned from the internet and now…" Mania joked as she wrapped a tendril around Megatak's neck and pulled him towards her "…GET OVER HERE!" Mania howled as she uppercut Megatack in the face, knocking both him and some teeth out.

"Ouch! And I thought being almost eaten by Brock must've hurt." Agent Venom said as she finished subduing Human Fly.

"I prefer Nintendo anyway Coach." Mania said casually was she webbed Megatack against a wall.

"Well you did nice work kid." Flash complimented while he tried to explain the situation with some of the security guards.

But unknown to both of them, lobe figure watched both of them intently as he observed how much control Flash and Andi had over their others.

"The kid is good, for now. But eventually we might have to put her down along with you Thompson. Something we both won't enjoy in the slightest." The figure hissed as it shot out a tendril and made its way.

A few hours later, Flash and Andi went to Venom's apartment as Andi had nothing else to do as it's the weekend and Mania's aunt had to work a double shift. However, Flash still felt odd having a teenager alone in his home as he got into his wheelchair.

"Still weird I have a sidekick, I'm surprise you're helping me remove a shark off my leg." Flash said in a nervous joke.

"I have a demonically enhanced symbiote clone; I doubt I count as jailbait if that's what you mean. Besides, you're not close to my type." Mania said smartly as she formed her symbiote to an Avenged Sevenfold t-shirt and skinny jeans.

"Well, at least none of the thugs we fought said any off THOSE jokes." Flash shot back as she opened the door his door to see what mail he received, it was then he saw a giant package that simply said 'To Flash Man'.

"Weird…" Flash said as he took the package in his home and on his table.

"Mail from a pal?" Andi said as she casually watched TV while on Flash's couch.

"No idea…" Flash said as he opened it and saw something that truly made his skin crawled.

'Coach?" Andi said with genuine concern.

"Andi, get me the phone, I need to call some friends." Flash ordered as he looked at the contents of the box that had the remains of Carnage's cybernetic legs that had both a letter saying "The King will Come" with a red goblin face and a small pumpkin.

Meanwhile, within an underground laboratory, Miles Warren aka The Jackal was experimenting with both his cloning and genetic supplies he stole from Mister Sinister with glee.

"What are you working on now?" Carrion asked as appeared from the shadows.

"Well after I had to work with the Carnage symbiotes I had an 'ah ha' moment…" Jackal said as he observed a vial in his hands "…to capitalize on something that'll put even Queen's sample to shame HAHAHAHA!"

It saw then he starred at a red and yellow vial that said "Scream" on it was he places it in his cloning chamber.

To be continued.


	3. Chapter 2

**I DON'T OWN ANYTHING.**

Chapter Two: Spiders, Scorpions, and Hummingbirds.

The Goblin Underground, things have been much darker since Osborn retook command and took in Menace against her will. Currently Green Goblin and Grey Goblin have been trying to train the thugs on goblin weaponry, Jack O Lantern have been upgrading his arsenal while singing "This is Halloween", Menace sampling staying by herself with her only 'companion' Doppelganger spying on her in by Osborn's orders, which leaves Osborn, Carrion, and Jackal in the "King's champers".

"So do you know what to do doctor?" Osborn/Carnage asked Jackal as he lay on a medical chair.

"Yes Norman, I can do the procedure, my assistant here has kept your face nicely preserved." Jackal said in sadistic smile as Carrion was adding his power of decay on Norman's original body, specially the head.

"Good, begin the surgery doctor." Carnage ordered.

Jackal's grin widened further as he said "I always wanted to do plastic surgery…" as he grabbed a scaple.

Houston, Texas, specifally at the local bank. A very unusual robbery was taking place.

"Give me your money or you'll have your head crushed by my claws!" Mac Gargan, The Scorpion, demanded as he threatened the clerk. After the incident with Octavius's downfall, most of Peter's rouge gallery left New York after his return in order to take advantage of the chaos. Today Scorpion decided to take on Houston.

"Well that was easy!" Scorpion thought as he carried tow duffle bags full of money.

"You pick the wrong city to rob…" A familiar voice growled.

Gargan growled as her tried to find the voice's source "You followed me out here Spider-Man…"

***SMASH***

"I'm not Spider-Man sh*t for brains!" Kaine Parker, The Scarlet Spider, insulted as he materialized in thin air and laid a right cross at Gargan's armored face.

Recovering from the blow, Scorpion starred as Scarlet Spider as he knew about the clone, but forgot he was in Houston due to his arrogance. He starred down Kaine as he growled "Scarlet Spider eh?! I will enjoy shoving this tail up your ass!"

"The idiots Peter has to deal with…" Scarlet Spider thought as he and Gargan lunged at each. Gargan tried to use his usual tactics that he uses on Spider-Man by overwhelming him with brute force. Unfortunately for Scorpion this had no effect on Kaine as he faced foes with similar tactics and easily dodges Gargan's attacks.

"Stay still you bastard!" Scorpion yelled with rage.

"How the hell were you ever Venom?" Kaine insulted as he shot some webbing in Scorpion's face.

"Dammit!" Gargan cursed as his tail fwhipped around frantically, so much so it smacks Kaine in the gut and launched him against a wall, incapacitating him as Gargan removed the webbing on his face.

"Got you now!" Gargan said in sadistic glee was he aimed his tail at the downed Scarlet Spider, and Gargan was ready for the kill, a young voice was said in the background.

"You don't like Kaine do you? I sense you're angry and humiliated." A young female voice behind Scorpion.

Gargan turned to see a young girl with green make up, a light green outfit, and a dark green hood. Though Gargan doesn't know who the girl was, Kaine automatically knew who it was as worry and anger filled his mind.

"ARACELY?! GET THE HELL OUT OF HERE!" Kaine said in anger and fear for his "sidekick's" welfare.

"So she's a friend of yours? Mind if I kill her?" Gargan grinned under his armored faceplate.

"You seem confident, but you seem to always have fear of failure. Also I'm called Hummingbird when I wear this Kaine." Aracely, Hummingbird, innocently said as she stood her ground at the enormous armored villain.

"The hell with failure, but yes I am confident at seeing your head fall off with a good swipe!" Gargan threatened.

"Like how Octavius made your jaw fall off?" Aracely said casually, yet menacingly as her eyes turned to a blue hue.

"Why you little…THE HELL YOU DOING TO ME?!" Scorpion starting to panic as Aracely was actually using her psychic abilities to bring Gargan to a state of fear.

"Now's my change…" Kaine muttered as he got up and shot out his wrist claws and lunged at Scorpion "…Heads up Gargan!"

Gargan then used his claws to slice off Scorpion's tail and the used his webbing to subdue his arms and legs, essentially hog tying him. It was then Hummingbird ran into the nearest alleyway to avoid any more conflict.

Gargan then freed himself and then tried to find Kaine who disappeard again "You little bastard you-OH NOT THE FACE NOT THE FACE NOT THE…"

***BOOM***

Scarlet Spider the appeared under Gargan and uppercutted Scorpion in the face, knocking him out instantly, even shattering his faceplate and exposing his scarred face. After that Kaine webbed Scorpion completely as several police cars arrived, including one that was driven by Officer Wally Laton as he came and gave Scarlet Spider a handshake.

"Nice job Kaine, but isn't this guy from New York?" Wally asked Kaine as he looked at Gargan's unconscious form.

"Ever since I helped bring my brother back, his band of idiot villains decided to hightail it out of New York and I heard from Venom that he dealt with Vulture in Philadelphia." Kaine explained to Wally.

"But Kaine and I beat the bug man!" Aracely popped out of nowhere as she said victoriously while Scarlet Spider sighed while Wally chuckled at Hummingbird's antics.

An hour later Kaine and Aracely went back to their "home" The Four Seasons Hotle with Annabelle Adams waiting for him with a small package in her hand.

"Is that my mail?" Aracely said with curiosity.

"No Aracely, it's actually Kaine's surprisingly." Annabelle said sarcastically.

Kaine rolled his eyes as he too was confused on getting a package as he asked "Who's it from?"

"Not sure, says from a friend." Annabelle answered as she analyzed the package.

Now raising an eyebrow, Kaine grabbed the package from Annabelle and once he opened it, he began to sweat bullets.

"Kaine?" Annabelle asked.

"I sense sadness…and rage." Aracely said in worry.

Kaine ignored them as he held a jar that contained ashes that had "Ben Reilly" written in it as there was also a letter that said "The King will Com" with a red Goblin face on the bottom.

Meanwhile in Paris, France, specifically in a lone condo, a blonde woman in her late 30s walked in was she placed her coat down as turned the TV on. She then grabbed a syringe and injected it in her neck, as she felt her "illness" was always slowly taking hold. It was then a CNN newscast came on as it mentions Ravencroft's destruction and the escape of Jack O Lantern and Gabriel Stacy, catching the woman's attention instantly.

"Osborn…" The woman growled as she instantly went into her coat's pocket and pulled out a pistol and grabbed her phone and looked through her contacts until she found "Peter Parker" and said "…I need your help Peter."

Back in the Goblin Underground, everyone was silent as Osborn/Carnage was ready to reveal his plan as Grey Goblin and Green Goblin were besides him.

"It has come to my attention that one of my sons and grandchildren has made himself disappear. So after careful planning, our first move is to attack his old flame while taking another of my grandchildren into our kingdom. And lucky for us or message has been spread and the Spiders will have fear in their bones. And at sunrise…" Carnage prlocaimed as he commanded his symbiote to flow off his face, revealing the face of Norman Osborn instead of Kasady as a stitch around his neck shows obvious surgery "…WE ATTACK ALCHEMAX! SO SAYS THE KING!"

His audience then roars in zealot applause as the thugs chant "HAIL TO THE KING!" with obvious loyalty as Osborn smiles in glee.

To be continued.


	4. Chapter 3

**I DON'T OWN ANYTHING.**

Chapter Three: Impending Doom.

It was late night in New York City, specifically the ruins of Ravencroft, Spider-Man along with Black Cat and Wolverine as they try to figure out just what happened. They also tried not the make themselves sick as virtually no one survived the attack except for the escapees Jack O Lantern and Gabriel Stacy.

"Flash and Andi is going to have a fit when they find out…" Spider-Man said to himself as he tried to look through the security footage.

"Think they've planned this?" Black Cat asked.

"Doubt it; the way it looks, someone recruited these psychos." Wolverine answered as he used his senses to figure out who was at the scene.

Spider-Man then managed to fix the security footage as something got all their attention, Carnage walking along with Gabriel, Jack O Lantern, and what looks like a winged Green Goblin. The heroes already knew that "Carnage" has escaped without leaving a trace; they were shocked he seemed to be taking charge of the attack as they knew Scarlet Spider gave Cletus Kasady a lobotomy in Houston.

"Did they symbiote healed his brain?" Wolverine asked as he remembered the last time he face Carnage during his takeover of a Colorado city.

"I don't know, but the fact there's a new Goblin isn't something I want to have in my dreams." Spider-Man said in some humor yet concern as he knew how deadly the Goblin Underground was during the time he was dead.

"Could be Phil…" Black Cat injected as she observed this Goblin has the distinctive wings.

Spider-Man nodded as he opened a window and Wolverine asked "Where you going?"

"I need to makes some calls to a few friends…and an old past." Spider-Man answered calmly as he web zipped out.

An hour later Peter was in his condo with MJ sleeping soundly on the line with a certain friend from across time.

"So you can't help out Miguel?" Peter asked as Miguel O'Hara, aka Spider-Man of the year 2099, via his cross-dimensional "cell phone".

"I wish Peter but according to the data on the timestream, it's still healing from Otto's mess and if I help figure out what Carnage and the Goblins are up too, I could cause another time decay." Miguel answered with some regret for his friend.

"Gotcha Miguel, man Goblins and Carnage together is making me want just hide with MJ and the baby." Peter sighed as he feared for his family's life now that his identity is public.

"I understand, but I can do this, though a lifeform can't cross time just yet, I can send an inanimate object, specifically I got a new toy for you tom play with." Miguel said with a chuckled as Peter was at least thankful to get help from his future successor.

"Thanks Miguel, I'll ask Tony to send his mailing address across time." Peter joked as he hung up the "time phone".

The doorbell then rang as he walked to hit and once it opened, he sighed with annoyance.

"Oh come one Julia, is it this bad?" Peter sighed as Julia Carpenter, Madame Web, was waiting at the door with a face that means she's going to say that something bad will happen.

"Unfortunately it is! I had another vision…" Web said as she walked in.

"So what's going on, Carnage and a Goblin recruiting for a supervillain soccer team?" Peter asked.

"I don't know, all I've seen is that this city will be a battle ground and every hero is in danger, especially you and the other spiders." Madame Web tried to explain her vision.

"You mean Flash and Kaine? I already altered them and we all have been getting some gifts I really don't want to talk about." Peter said with some hint of anger as he's still angry some dishonored Gwen Stacy's memory along with Ben Reilly's and insulted Flash and Andi's tragedies.

"Whoever is behind is trying to undermine you and your allies and wants to make this personal." Madame Web analyzed what Peter told her as she knows of the messages the Spiders where given.

"You think? Well thanks for the warning Web, just be careful as you're just as big as a target as us webheads." Peter warned Madame Web as he escorted her out.

"And I hope MJ will be safe as well…" Peter thought as he went into bed with her sleeping form, hoping to get a goodnight's sleep.

The next morning, in the newly built Alchemax building, the staff where working as usual with Liz Allen, Tiberius Stone, and Normie Osborn were at the top level as they observed the progress. Though Tiberius was angry at Spider-Man's intervention of his failed attempt at destroying Horizon Labs, Liz and Nomrie are at least satisfied that having some of the smartest minds backing them.

Unknown to them, a lone man in a hood walked into the receptionist as everyone there already figured means trouble. So the female receptionist gave one of the security guards and the guard came to the hooded man and asked "You need something sir?"

It was then a toothy grin was seen under the hood and the man said "I seem to be on a spree against security guards…" The suddenly a red tendril from the man's jacket and stabbed the guard in the head, killing him instantly. The man then morphed into Carnage as everyone there screamed in terror.

"ATTACK MY FOLLOWERS!" Carnage proclaimed as suddenly Jack O Lantern, Green Goblin, Menace, Gray Goblin, and Doppelganger burst into the building along with dozens of armed men began they're onslaught.

"This will be fun!" Jack O Lantern laughed as he was equipped with a flame thrower and was burning whoever he saw.

"Don't get carried away Jack. We're here for the kid." Green Goblin ordered.

"He's right, now you keep the police distracted as I find…" Carnage said as just when he was about to enter the elevator…

***BOOM***

Carnage was then with an onslaught of web bullets as the Goblins observed to see Spider-Man swinging his way to the now destroyed Alchemax first floor.

"He came fast…" Menace commented.

"So you're in charge of this Carnage! I'm going to make sure you stay down you sick-ack!" Spider-Man was about to tell the downed Carnage as suddenly his neck was wrapped with a chained scythe that belonged to Jack O Lantern and Green Goblin's flame sword was very closely against his neck.

"Think Kasady is behind this Spider?" Carnage chuckled with a familiar voice that made Spider-Man shocked in fear.

"No it can't be…" Spider-Man whispered in disbelief.

"It is Parker…" Carnage mocked as the symbiote flowed off his face, revealing Norman Osborn's face "…I can never truly die."

To be continued.


	5. Chapter 4

**I DON'T OWN ANYTHING.**

Chapter Four: Buried in Ashes.

Two hours earlier…

JFK International Airport, a small SHIELD issue personal airplane landed SHIELD agent Phil Coulson and Captain America waited outside as its occupants exited out the aircraft. One was Flash Thompson along with Andi Benton, who managed to convince her aunt that her class was having a field trip to New York for two weeks at most, along with Kaine Parker and Aracely Penabla who were reluctant of joining them. However, the four had been called by SHIELD do the recent Intel of the Goblin Underground and Carnage from Spider-Man made the other Spiders realize they need to band together for their own safety.

"So this is New York, I sense…crowdedness." Aracely said to herself as she already sensed the thoughts of those around her.

"Should see Philidelphia…" Andi joked as she got a chuckle from Aracely.

"Now that we're here…" Captain America said as he turned to Flash and Kaine "…as you two and Spider-Man already told me, it seems the Goblin Underground have resurfaced and allied themselves with Carnage and released Gabriel Stacy and Jack O Lantern while killing the entire staff and patients of Ravencroft."

The mentioning of Jack O Lantern made Andi have a venomous look and just when Flash was about to calm her down, Aracely beat him to it as she said "I sense anger in you along with sadness, you don't hold that in your heart." And for some reason it worked on Andi and she calmed down.

"Speaking of Carnage, any ideas if the symbiote in control?" Flash asked Rogers.

"Unknown, but I'm not the one who'll brief you on this…" Captain America answered.

"Really, then which military jock is going to tell us what the hell is going on?" Kaine asked impatiently.

"This military jock…" A female voice said behind them and as they turned they all looked in shock as the woman looked like a ghost from their past.

Current time…

"It is Parker…" Carnage mocked as the symbiote flowed off his face, revealing Norman Osborn's face "…I can never truly die."

"So you took the symbiote for yourself Osborn?" Peter demanded before Goblin's flamsesword and Jack O Lantern's chain scythe inched closer to his neck menacingly.

"Actually I simply "borrowed" Octavius's toys and took over the lease in Kasady's noggin." Osborn answered menacingly as he revealed the scar around his neck that shows his recent surgery.

"You transferred your mind into Kasady's and even use plastic surgery to butcher his face!" Peter said in shock on what Osborn did to Cletus's body.

"More like turn him in a god, I am smarter than him and now I need to expand my empire by bringing in the family. This reminds me…" Osborn stopped as he commanded the symbiote to flow unto his face "… Grey Goblin and Menace, come with me! Green Goblin, Jack O Lantern you can have fun with Spider-Man but don't kill him."

In that moment Carnage shot some tendrils at the nearest elevator and literally ripped it out and he, Menace, and Grey Goblin made their way up to the top floor.

"Well Spidey…" Jack O Lantern laughed as he kicked Spider-Man down "…Are you a fan of Halloween?"

It was then he grabbed his flame thrower and just when he was about to spray his flames, suddenly he was knocked down by a black figure and just when Green Goblin was going to his ally's aid, a web line was shot on his and whipped him out of the building.

"Uh…what just happened?" Peter thought as he got up to see Mania wrestling Jack O Lantern on the ground and looked outside to see Agent Venom grabbing Green Goblin by the neck with Scarlet Spider along with both Hummingbird who was running to Mania's aid and an unknown woman in a black ops attire.

"That's twice I owe you bro." Scarlet Spider said with sarcasm as he turned to Goblin.

"You have once chance Urich, tell us where Carnage is or get your ass kicked." Agent Venom threatened.

"And tell us why he broke Gabriel Stacy and Jack O Lantern out of prison?!" The mystery woman added to the demands.

Urich simply grinned as said "How about I let some friends answer that, Jack?" Goblin then turned to the pinned Jack O Lantern as the madman chuckled.

"What's so funny you sick sack of s**t?!" Mania growled in anger of her father's murderer.

"Just bringing in the kids!" Jack O Lantern laughed as suddenly an ice cream truck burst through a wall and after a few silent tension moments, the truck exploded as dozens of small goblin robots burtst though and launched themselves at the heroes.

"Gotcha!" Urich laughed as he unleashed his Goblin sonic laugh, weakening Venom and took flight was about to use his sword on Kaine before Spider-Man tackled him and quipped "Now it's time to save you Kaine!"

"Guess we have to kick some ass!" Venom said to himself as he grabbed a grenade launcher as he opened fire unto the Goblin robots with Mania and Hummingbird fighting Jack O Lantern.

Meanwhile in the panic room at the top floor, Liz Allen, Normie Osborn, and Tiberius Stone hid in some safety as the heard the chaos outside.

"Why the hell is Carnage here?!" Stone said in a cowardly tone.

"I don't know but I am glad Peter is here…" Liz tried to calm Stone and her son down before suddenly the metal door began to dent as something was pounding on the door as the panic room occupants backed against the wall in fear. It was then there was silent before the door was whipped from its hinges as Carnage stood there along with Menace and Gray Goblin as Carnage's symbiote flowed off his face.

"Hello Liz and hi there sport!" Osborn greeted creepily.

"Oh god…" Liz Allen gasped in fear.

Back on the ground floor, the heroes tried to hold their own as they were overwhelmed by the "reinforcements".

"A dirty trick Jack!" Venom growled as he tried to shoot down Jack O Lantern as Mania continues to dodge Jack O Lantern's flame thrower while Himmingbird held her own against the Goblin Robots.

"Never expected us to do this huh Parker?" Goblin laughed as he tried to use his sword on Peter, Kaine, and the mystery woman.

"I have no time for this Urich! Where's Osborn!" The woman demanded as she grabbed an electric baton and tried to hit Goblin with hit, though missed.

In that moment Urich pressed the ear of his masked and asked "Boss you ready?"

"Yes Phil, we have what we need, you can leave now." Osborn said on the other line.

"Jack time to pack it and leave!" Uerich ordered as he stopped his attack and flew up in the air at hypersonic speeds.

"Sorry Flashy and Andi, time to end our date." Jack O Lantern chuckled as he too flew out the receptionist at blinding speeds as the Goblin Robots shut off with power.

"Where are they going?!" Kaine questioned in anger as they looked up to see the window of the top floor burst as Carnage swung out with Grey Goblin holding on an unconscious Normie Osborn and Menace holding an equally unconscious Liz Allen.

"No!" Peter said in fear as he tried to save them before Venom put his hand on Peter's shoulder and said regretfully as the Goblin's made their escape "It's too late…"

A few minutes the heroesd made their way to the top floor to see Stone webbed against the wall as he yelled "Free me you idiots!"

"What happened?" Spider-Man asked as he pulled stone down.

"Osborn is back and took Liz and Normie!" Stone frantically answered before becoming unconscious.

"He had a lot of stress." Aracely commented.

"Osborn has the symbiote!?" Venom said in shock.

"No, he used Ock's tech to transfer his mind in Carnage's body and modified his face to look like his." Spider-Man explained as he himself was shocked by the revelation.

"Ah hell…" Scarlet Spider cursed to himself.

"You can't be serious." Mania said to herself as didn't realize how big the situation.

"It seems Osborn has truly gone insane and is dragging anyone relating to the Osborns." The masked woman deduced of situation.

"Okay I don't want to sound rude but who are you lady?" Spider-Man finally asked about the masked woman.

"It truly has been a long time huh Peter?" The woman said sadly as she removed her make to reveal herself to be a blonde and appeared to be in her late thirties'.

"Oh my…" Peter said in dumbstruck her face almost resembled someone he knew too well.

"Yes Peter it's me Sarah." Sarah Stacy revealed herself to Peter Parker.

To be continued.


	6. Chapter 5

**I DON'T OWN ANYTHING.**

Chapter Five: First was battle, now is war.

Alchemax, in the aftermath of Carnage's/Osborn's first attack, the heroes (along with SHIELD and The Avengers) were trying to see how much damage the Goblin Underground had unleashed. Spider-Man himself was shocked to see Sarah Stacy of all people to come back from France. He studied her as her noticed he looked much older than the last time they met, as if she aged ten years in a few years' time.

"So what's the damage report?" Peter asked Sarah as she talked to Agent Coulson.

"Well we already know Liz Allen and my nephew Normie Osborn was kidnapped along with two dozen deaths and…hold on. There's one more kidnapping of a recovery patient." Sarah said the last part with intrigue.

"A patient?" Spider-Man man asked in his own confusion.

"Yeah, a Frances Barrison…" Sarah read off.

In that moment Spider-Man had a chill down his spine and he started to realize a someone who didn't anticipate the fight as he thought 'Ah crap…"

An hour ago…

During the fight between heroes and the Goblin Underground, in the Alchemax medical facility, a single creature walked its way to its master.

"Mother…" Doppelganger hissed as it found his master, a sleeping Shriek.

Shriek began to wake up as she saw her "son" and she looked both happy and afraid "Son? What are you doing here, you need to run before your that bastard finds you."

"Good boy, you found your mommy." A voice said behind the creature. The two looked to see Jackal standing there along with Carrion.

"Carrion?!" Frances yelled in shock.

"A Carrion, but not the one you know my dear. And if you mind Mr. Osborn needs you to come with us." Jackal said calmly.

"No!" Shriek yelled defiantly "I'm sick of being crazy, sick of the killing. Coming from the coma helped me realize I need help from you monsters!" In that moment Doppelganger growled at the two villains to protect its master.

"I was hoping not to this, but…" Jackal said in slight sarcasm as he pulled a strange device "…we all have to find ways to avoid Mr. Osborn's wrath." It was then Jackal pressed a button as Doppelganger began to screech in pain.

"No!" Frances tried to help but due to still recovering from a coma, she couldn't do anything but watch her "son" in pain before it stopped stiff.

"Now little mutant spider step away from Shriek…" Jackal ordered as Doppelganger did what he was told as his eye began to glow red. Warren then turned to Carrion and smiled "…Now can you put this dear to sleep for a bit."

Carrion then grinned as he released a purple mist that Shriek tried avoids breathing it, but failed as the toxin quickly puts her to sleep.

"Well that was fun." Jackal chuckled.

Present Time…

At Avengers Tower, Spider-Man and allies tried to figure out what's their next move as they know having both Osborn and Carnage returning as a monstrous hybrid along with an already loyal army on standby.

"So why would Osborn need to put his brain in Carnage of all people?" Mania asked.

"Simple, he needed an opportunity to gain power…" A new voice was said the Madame Web entered the group.

"Uh what?" Scarlet Spider said in confusion as Aracely approached the woman.

"You're like me…" Aracely simply said as she smiled at her fellow psychic.

Julia simply smiled as she responded to the teen "In the future, you will be more." Web then made her way to Peter as Spider-Man knew the stakes could never be higher.

"So just you know just what Osborn is up too?" Peter asked.

"Not completely, but I know he's finding anyone who has any family relations to his "family" and as we've seen they don't need to be willing."

"So I could be next?" Sarah asked the psychic.

"Yes, along with two other surviving members." Julia answered the Interpol agent.

"Two surviving members?" Agent Venom asked.

"Dammit I know who he's after next." Sarah growled.

"And who could that be?" Mania interjected.

"Harry and his son Stanley Osborn." Peter answered.

Goblin Underground, Liz Allen was waking up as she noticed her arms were chained as too was her son who had been crying to for some sense of safety.

"Normie where are we?!" Liz Allen asked her son in fear as she embraced him.

"Your home…" A sinisterly familiar voice said. The two looked up to see the door to their prison's door opened as Carnage stood in front of them with the symbiote revealing his face.

"The hell do you want Osborn!" Liz growled as she held her son tighter.

"Simple Ms. Allen…" Osborn said nonchalantly as he kneeled down as the symbiote flowed back to his face "…I want to know where my other family is."

Back in the Avengers Tower, Spider-Man tried to use their rescourses to try to find Harry Osborn's location. After the incident with Octavius trying to use his son the cure his illness in failure, Harry went into hiding to in order keep his son safe.

"Anything?" Flash Thompson asked as he walked to see his friend's progress.

"No. I can understand why Harry would hide from Norman, but now he's Carnage it seems nothing cans top him in whatever scheme he has."

"Well, I don't know if it can help, but I asked for some reinforcements." Flash said.

"Who?" Peter asked knowing that Flash's assets as Venom can be very surprising.

At the same time in a secret military base, Venom's former commanding officer General Dodge walked down a hallway as he found a group of soldiers chatting.

"Mercury Team…" Dodge said as the soldiers stood up in solute "…suit up. The red bastard is back."

"About time…" Howard Hodgen aka Riot quipped as he and his team made their way to their symbiotes.

Dodge then continues to a room with a glass door as it contained a lone woman sat with he back at the door while reading A Midsummer Night's Dream.

"Doctor Nieves…" Dodge said calmly as Tanis Nieves turned her attention to the general "…Carnage is back."

"We know, we just need the word to start." Tanis said calmly as her clothes morph into her for as Scorn as she formed her artificial hand into a fist as it created a static discharge.

To be continued.


	7. Chapter 6

**I DON'T OWN AYTHING.**

Chapter Six: Night Terrors.

New Jersey, in an unknown apartment complex, the crying of an infant wakes up a single father from his sleep.

"I'm coming Stan, I'm coming…" The father groaned as he walked to his son with a bottle already ready. The father picked up his son as he fed the child.

"Well since you woke me up, I guess I'll watch the news, maybe we can see of Peter's work." The man said as he picked up a TV remote and turned it on the evening news.

"And in major news, Alchemax CEO Elizabeth Allen and her son Norman Osborn JR. have been kidnapped by the Goblin criminal gang along with symbiotic serial killer Carnage." The news anchor said once the television was turned on. In that instant it seemed everything else stopped for the man as he starred at the TV.

"No…" The father said as he simply fed his child completely and once complete, he placed his now sleeping baby and walked to a closet door.

"Liz, Normine I should've been there…" The man said as he opened his closet to see a version of the infamous American Son suit, but army green and a version of the Goblin glider.

"…And I'll make sure those bastards will pay!" Harry Osborn growled as he grabbed the armor's helmet and pressed a button behind the helmet as the entire suit activates.

Meanwhile in the Goblin Underground, a computer screen turns on as it shows a map of New Years with a red dot pointing to an apartment complex.

"Boss, we got him!" Jack O Lantern yelled as he was trying to find Harry Osborn's location.

"I figured he'll show his location soon once we took his old flame and first son." Osborn said as he walked to the serial killer.

'Should we pick the kids up boss man?" Jack asked as he was already bored in doing his current job.

"Not let him find us, his anger will leave his child exposed." Osborn grinned as the symbiote began to form around him.

Back on the surface, specifically in a rather nice New York hotel, a female wasn't having a great night of sleep. This was because a tragedy has violated her dreams and sleep.

"Dad?! Where are you!?" Andi Benton called out in a twisted version of her former apartment complex.

"Andi!" Her father yelled as Andi heard, when in that instant she ran to the source of the voice. Once then she gasped as she saw the father, almost zombie like, with a scythe coming out of his chest and Jack O Lantern behind him.

"Too late orphan girl…" Jack O Lantern chuckled as he pulled up his scythe, ripping Andi's father in half.

"YOU BASTARD!" Andi yelled as her skin began to fall off and Mania emerged instead. She then pinned Jack O Lantern and started to rip him the shreads in a bloody mess.

"Andi…" A female voice begged as Mania started down to see Aracely, ripped to shreads and in a smaller Jack O L antern costume.

"OH GOD ARACELY!" Andi began to cry as she heard laughter behind her as she saw an unmasked Jack O Lantern on his broomstick as he aimed a flamethrower at her and pulled the trigger.

"NO!" Andi scream as she shot out of her bed, tears down her eye and covered in sweat. She then turned to see one of her hands had her symbiote covering it with claws already elongated.

"Andi?! Andi?! I sense you're scarred! Can I come in?!" Aracely kocked at her hotel roms door as the two have a jointed room.

Andi sighed as she commanded her symbiote in her body and said softely "Yeah, you can come in." In that instant Aracely burst through and hugged her friend.

"I've sense you're dream! Don't cry I'm alive!" Aracely cried as she hugged her friend.

Trying to absorb the fact just how caring Aracely truly was as she slowly returned the embrace. She then whispered "Hey it was just a stupid dream. You don't have to cry yourself."

Aracely sensed Andi's thoughts as she let her go and smiled at her. The two then had a quiet moment now in a gentle hug as the two both felt a stronger bond together.

"Alright Aracely I'm fine, you can go to your room now." Andi said as she noticed Aracely didn't respond. "Aracely?"

It was then she heard some quite snoring as Andi realized Aracely has fallen asleep during their hug. Andi couldn't help but smile as didn't want to wake Aracely up so the slowly laid back down and pulled the covers up on both of them as Andi herself began to fall asleep herself as she wrapped her arms around Aracely.

And in this not so quite night, now at New York docks, two heroes were busy in their investigation.

"Make it quick you dumbasses, this is Goblin territory!" A man dressed as Crime-Master ordered as several thugs carried crates containing guns and explosives.

"Not anymore…" A voice growled as the thugs looked up to see Agent Venom dropped unto them as he immediately began taking on the thugs.

"Sh*t Venom! Kingsley owes me big for selling me Crime-Master's identity in exchange to screw with Goblin turf!" The fake Crime-Master yelled in fear as he removed his mask and tried to run off, only to pump into another spider powered hero.

"Going somewhere dumbass?" Scarlet Spider threatened as the punched the fake Crime-Master in the face, knocking him out instantly.

"Hey! I wanted to punch him!" A female voice yelled as the two Spiders looked to see Betty Brant ran to see the heroes quickly defeating the rather pathetic thugs.

"Finders keepers…" Kaine said as he webbed the faux crime lord against a wall.

"Hey Betty…" Flash said awkwardly to his ex-girlfriend.

"Hey…" Betty said awkwardly herself as she surveyed the area. "So where's Peter?"

"With MJ, with Osborn around he does not want to leave her side unless she's with Felicia or Logan." Agent Venom explained.

"And I wish I was in bed myself, guess that Intel of this being a Goblin hotspot was crap…" Scarlet Spider said with annoyance.

"Well, at least we know Roderick Kingsley isn't helping him out. For all we know he's pissed at them." Flash interjected as he remembered what the fake Crime-Master said.

Minutes later, the spiders and Betty left as the thugs were webbed up as they waited for the police to inevitably come and arrest them.

"So Venom was here?" A deep growl asked as the thugs didn't know where it came from.

"Ok officer, you got us!" The fake Crime-Master said with mercy.

"No…" The voice hissed "…no police. JUST US!" The voice roared as a reddish orange monster lunged with a toothed jaw aimed at them. It was then the monster devoured and mauled the thugs mercilessly as they screamed in agony before it went quiet.

"So much pathetic scums but we know what the new root of all evil is in this city…" The monster said as it morphed into a tall, gruffed man in a trench coat as he walked from his prey.

"Soon we'll kill Carnage with our own hands!" Eddie Brock, aka Toxin, growled as he had blood on his mind.

To be continued.


	8. Chapter 7

**I DON'T OWN ANYTHING!**

Chapter Seven: A Spider's Family

In a secret warehouse, a lone man watches several screens showing many of the activities of the Goblin Underground for the last month. Specifically a certain Phil Urich who now owes this man a considerable amount of money from his "franchise" and to say he was mad is an understatement.

"That little bastard thinks he can ditch orange to go green without giving me my cut?" The man growled as he got up from his chair as he walked past his crates of weaponry until he found a metal crate that said "Hobgoblin 3.0". He then opened it as it shows a very high tech version of the Hobgoblin suit Phil Urich had when he used the title.

"It's time I reposes my merchandise." Roderick Kingsley said coldly as he grabbed the armored Hobgoblin mask.

Back in daytine New York, specifically at NYPD's superhuman evidence vault, Carlie Copper was checking over the remains of the Goblin robots from the Goblin Underground's assault on Alchemax.

"Pretty nice tech, yet seems like a toy maker made this." Carlie commented on the robot.

"That's how Lantern makes his weapons." A voice said behind her.

Carlie jumped to Agent Venom and Mania behind her. Carlie sighed with relief as she said "Flash! Don't sneak up on me dammit!"

"Sorry Carlie, Peter sent me here to see how things on your end are." Agent Venom said as he rubbed behind his head in embarrassment.

"Don't worry, our suits won't eat you." Mania said with a sly smirk.

"Well, I was checking on these robot goblins and it seems like these things also resemble the spider bots Octavius used a few months back." Carlie said as she noticed some of the components resemble Octavius's technology.

"Well his tech has popped up on the black market here and there, hell even Smythe's corpse has been on sale according to SHIELD." Venom said as he faced a lot of black market dealers in Philadelphia.

"Also when you meet up with Peter, give him the some of my data, maybe he can find some date using Horizon's resources." Carlie asked Flash as she handed her a USB drive.

"You got it." Flash said as he grabbed the jump drive as he and Andia left.

Across town, at Horizon Labs, Peter was at a computer screen showing data on the Carnage symbiote from SHIELD and the defunct Hall Industries.

"I'm surprised the thing was willing to let Osborn take over." A voice said as he turned to see MJ of all people standing coming into the room along with Scarlet Spider and Aracely. At Peter's insistence, she has essentially "moved" into Horizon along with Peter while the Goblin Underground was still at large.

"For all we know Osborn lobotomized the Symbiote itself." Kaine said as he himself was confused on how Osborn of all people managed to pull of his resurrection scheme.

"I don't think so…" Aracely said as she starred at the computer screen "…when they escaped, I sensed the symbiote and it was full of rage and scheme."

"So it must be planning something itself? Oh boy…" Peter groaned as he knew how tenacious the Carnage symbiote was.

"Alos Peter, Aunt May and Mr. Jameson is here." MJ said as she walked out to meet her Aunt and Uncle in laws.

"Got it…" Peter said as he tried to put his concern behind him. The heroes then walked to the medical hallway until Aracely accidently bumped into a small figure.

"Oh lo siento!" Aracely apologized to who she bumped into.

"Oh you're okay, I understand." Anna Maria said as she got up.

"Oh high Anna, sorry about Aracely her perception is a little different from us." Peter joked as she helped the little woman get back on her feet. Ever since she realized the "man" she fell in love with was all a lie, Peter felt sorry for Anna and gave her a position in Horizon Lab's of their new medical ward.

"So where are you going anyways Anna?' MJ asked as she had befriended Anna since she joined Horizons.

"I got a conference to go in Greece and I'm just picking up the stuff I need here." Anna explained as she answered before making her way. However, Aracely powers sensed something off about Anna but decided to put it in the back of her mind.

They finally made it to meet with Aunt May and Mr. Jameson Sr. along with a familiar face Peter hired himself.

"Oh Peter I'm glad you're here! Doctor Wirtham here is a saint!" Aunt May said with joy as she gave Peter and MJ a hugged as she came for a check up on the recent surgery to heal her knee.

"Oh it's nothing Mrs. Parker; I'm just trying to help." Doctor Elias Wirtham, aka Cardiac, said modestly.

"Nonsense son, your heart must be made of gold!" Mr. Jameson said as he gave the doctor a handshake.

'Or vibranium.' Peter joked in his head as he also gave the doctor a handshake.

"So Peter, need me to give your an update on your Aunt's knee?' Elias asked.

"Nah I can see the results…" Peter watched as he saw his Aunt and Uncle-in-Law were talking to MJ about her pregnancy as well as May even talking to her "adopted nephew" Kaine.

"Oh you're here as well Peter." A voice was heard as Peter and Elias looked to see Sarah Stacy entering the room as she actually looked happy for once.

"Oh hello Sarah, I have the medication here for you already." Wirtham said as she handed Sarah a small box to her.

"Medication?" Peter said in confusion.

"Doctor Wirtham is the one who made the medicine to keep the damn Osborn chemicals in check." Sarah explained as Peter knew about how her genetics essentially doomed her and her brother a short life.

"Also now we're here…" Peter's mode shifted to a serious one as she turned to Elias and said "…Doctor, you were the one who monitored Shriek when she was a coma, think she's a threat?"

"Oh no, it turns out her mutation and powers actually manifested into a tumor-like growth and was actually damaged when Tanis' symbiote used its neural attack. And since then I removed a good portion of it and seems to help remove her mental instability and weakened her powers." Doctor Wirtham explained as he had hope of Frances could be healed of her Shriek persona.

"Well, I hope she won't get sucked back into the Carnage insanity and I also hope Doctor Nieves still has he grudge." Peter thought as he knew how cold Tanis became when she nearly killed Shriek.

Unknown to them, at JFK airport, Anna Maria was on her private airplane while on a laptop uploading not of her medical research, but the data Peter was investigating on Carnage's symbiote.

"Already, the data has been sent." Anna Maria said in a deadpan tone.

"Excellent my dear, you won't be on our sights anymore." A sinister voice said as the other end hung up.

"Sorry Peter…" Anna sighed as her plane took off "…but you're not the man I fell in love with."

In that moment the Goblin Underground seems to be in a frenzy as Osborn/Carnage was with Jackal walking in a makeshift medical laboratory with a good portion of the Goblin gang members were strapped down on gurneys with IVs in their veins.

"So is the formula ready for injection?" Osborn asked.

"Yes Mister Osborn…" Jackal looked at his notes with glee "…your modified Goblin serum is all done and given a hint of symbiote hehehe."

"Good…" Osborn then pressed his Bluetooth as he said "Report Urich and Jack."

"All the bombs have been placed." Green Goblin answered as him and other gang members place newly modified "nitro pumkin bombs" were place in several locations including under Avengers Towers, the Daily Bugle, Baxter Building, and Horizon Labs.

"And the bridges are rigged to blow hahaha!" Jack O Lantern chuckled as he placed explosives on all of Manhattan's brigdes.

"Well done my servants!" Osborn said happily as he turned to Jackal and ordered "Time to great a real Goblin Army doctor!"

"Oh this will be fun!" Jackal laughed as he pressed a button and a green fluid flowed in the IV tubes and into the gang members' veins.

They gang members then screamed in agony for minutes until all of a sudden their skin took on a pale green tint. In those moments their screams of agony morphed into insane laughter as their faces morphed to almost resemble the classic Green Goblin masked but with red eyes, razor sharp teeth, and symbiote like tongues flicked from their mouths.

To be continued.


	9. Chapter 8

**I DON'T OWN ANYTHING.**

Chapter Eight: Time Bomb.

The Atlantic Ocean, on a black ops helicopter, General Hodge was standing as the symbiotic spec ops **soldiers** Mercury Team along with Scorn await their briefing. The tone was obviously cold as all of them have a score to settle with the Carnage symbiote, especially Tanis Nieves and her own cybernetic symbiote.

"All right men and lady…" General Dodge began the briefing "…With info given from SHIELD and Horizon Labs, it seems that government fugitive Norman Osborn has reverse engineered the technology of the deceased Otto Octavius by transferring his consciousness into the comatose body of Carnage and has retaken operations of his Goblin based criminal army."

"So it's the Green Goblin in Carnage's body in control of an army of Goblin thugs? Sounds like a bad comic book." Rico Axleson aka Phage joked as he reloaded his sniper rifle.

"Not now Rico…" James Murphy aka Agony groaned as he was putting his chaingun together.

"As I was saying…" Dodge continued with annoyance "…As far as we know, the current high level criminals of this "Goblin Underground" include former Hobgoblin and second in command Phil Urich aka Green Goblin, Osborn's mentally unstable son Gabriel Stacy aka Grey Goblin, Lily Hollister aka Menace, the Spider-Man Doppelganger organism, and the unnamed serial killer Jack O Lantern. There are also rumors of genetic terrorist Miles Warren aka Jackal and clone Carrion are part of this organization but we can't confirm or deny it."

"What about Shriek?" Tanis Nieves asked coldly.

"You still have a score to settle with that nut job?" Howard Ogden aka Riot asked smugly, only to have Scorn's symbiote hiss at him.

"Down you too! We already know she's beyond help for them so she's not a priority!" Marcus Simms ordered as his dog Lasher growled at them. Marcus then turned to General Dodge and asked "When we land sir?"

"In a few hours, also you will be joined with another team to snuff out Carnage." Dodge said as he smirked, knowing what shock Mercury Team will experience. In fact that "teams" meeting was about the have a briefing in a secret location in New York.

"So why did you told me to make my symbiote red and black?" Mania asked as she was confused to have her mentor ask her to change her appearance to a red and black color as Venom did the same.

"Because we're in uniform and my boss likes that color." Flash said jokingly as the two were outside a metal door.

"And who is your boss?" Mania groaned in boredom.

"That would be me Ms. Mania." A deep voice was heard as the metal door opened to show the Red Hulk as he escorted Venom and Mania into a chamber containing the likes of Deadpool, Punisher, Elektra, Ghost Rider, and Red Leader in a highly military style room.

"Whoa…" Mania said in shock of seeing her mentor's "team".

"I bet you guys are shocked to see this." Deadpool whispered to himself as he winked at an "empty space".

In New York City above, a certain clone was having a not so enthusiastic time.

'Why the hell did Peter put me through this!' Kaine mentally cursed as he was with MJ, Aunt May, Mr. Jameson, Aracely and even an invited Carlie Cooper were at the doctors for Mary Jane's weekly ultrasound while Peter had important business with The Avengers. Kaine being board was and understatement as he decided to stay in the back and watch Aracely's interest in the ultrasound likes a child waiting to see a newborn sibling.

"You seem uninterested in this?' Aunt May asked her adopted nephew as she noticed Kaine's boredom.

Kaine sighed as admitted "I just want to help Peter and Flash stop Osborn as the last thing I want is to have him commence whatever damn plan he got."

"Dollar!" Aracely yelled out of nowhere.

May smiled as she placed a hand of Kaine's shoulder and said "I know you want to make sure no want gets hurt or taken like what happened to Ms. Allen and her son, but there comes a time for a hero to never let that concern dictate their lives."

"But I am not here…" Kaine said with some distaste with the title of "hero".

"Nonsense!" Aunt May said sternly "You saved my nephew from that horrible Octavius and I am grateful of that as I am proud of my adopted nephew!"

Kaine couldn't help but smile as the idea of him having a family is so alien and yet so familiar. It could be Peter's genetic memory but he was glad he has a genuine family.

Meanwhile in Avengers Tower, Spider-Man along with Sarah Stacy was sharing his intel of Carnage to his team while they tried to formulate a plan to take down Osborn. The problem was the team has faced Carnage and Osborn multiple times when they were separate beings, but with them together is a horse of another color.

"So how do we take this bastard down?" Wolverine growled as he cracked his knuckles.

"Well we all know the symbiote's weakness to sound and light and how cuckoo Norman is, however the thing is we have no clue where his band of trick r treaters are." Spider-Man tried to explain to Wolverine.

"Actually I am everywhere…" Osborn's distinctive voice said sinisterly as all the heroes got up to see where it came from while all the Avenger Tower's computer screen showed Carnage/Osborn's face.

"Show yourself Osborn!" Captain America threatened.

"He's not here but I'm detecting massive hacks in the tower's computer and its hell trying to shut him out!" Iron Man interjected as he tried to remove the virus infecting the systems.

"Oh I'm not just hacking you pathetic system Stark, but all this city's systems are mine to spread my message!" Carnage proclaimed as they realized Osborn has been broadcasting all of the television, computer, cellphone, and even Time Square's screens.

"What do you want Osborn!?" Sarah Stacy demanded.

"Such a rebellious child Sarah…" Osborn sighed with disappointment "…but what I want? I want this city and you heroes are now dead!" In that moment Carnage pressed a red button off screen as in that instant Avengers Tower began to rumble before massive explosions erupted from the cement below as the building began to crumble to lack of foundation.

"Everyone out and start evacuating the building!" Rogers ordered as the hroes tried to get out quickly before they meet certain death.

"Cheap move Osborn!" Spider-Man growled as he grabbed Sarah and web swingged her out of the falling tower. He then got several calls as he pressed his earpiece and asked "Not now?"

"Peter you know what the hell is going on!" Ben Grimm, The Thing, yelled as he was trying to save Baxter Building's children along with the rest of the Fantastic Four and the FF.

"You too!? Hold on I have another call!" Peter tried to tell Thing as he switched calls "Hello?"

"Peter, we need help! The lab is falling apart!" Maxwell Modell yelled for help as he tried to get the staff of Horizon Labs out of the building with a now powered Cardiac helping out.

"Oh god!" Sarah said in shock as Peter turned to her "The Daily Bugle building has been bombed as well!"

'He's after everyone affiliated with me!' Peter deduced as he couldn't believe just how much destruction Osborn is causing.

"I need to get to MJ!" Peter yelled in fear before suddenly he was basted with red webbing along with Sarah Stacy. The then saw Carnage along with Grey Goblin and dozens of what look like symbiote/goblin soldiers on their own Goblin Gliders.

"Oh you and everyone in this city are going nowhere! Now Jack!" Carnage/Osborn ordered as unknown to the heroes, Jack O Lantern was flying outside of New York with several other Goblin thugs.

"New York bridges are falling down!" Jack O Lantern sang as he pressed his own detonator as all the bridges to Manhattan fell apart along with the tunnels as well, killing hundreds of people.

"NO!" Spider-Man tried to struggle from Carnage's web, only to have Osborn kick him down.

"Oh don't worry; your family is safe as I sent a doctor." Carnage grinned as she place a foot on Peter's neck.

Back to the hospital, Kaine and Carlie escorted Peter's family as he heard of the massive explosions throughout the city.

"What's happening!" Mr. Jameson asked in confusion.

"Osborn showed his hand." Kaine hissed as he knew what the madman is capable of.

"And it's time to show mine hahaha!" A maniacal voice laughed as Kaine instantly shot out his claws and Carlie pulled out her pistol.

"Who's there!"Kaine and Carlie demanded.

"Just a doctor needing test subjects I mean hostages!" Jackal chuckled as he appeared along with Carrion and Doppelganger.

To be continued.


	10. Chapter 9

**I DON'T OWN ANYTHING.**

Chapter Nine: Predator No Mores.

New York was in chaos, nothing else can describe it. After Osborn had blown up Avengers Tower, Baxter Building, Daily Bugle, and Horizon Labs along with all of the city's bridges and tunnels, The Goblin Army began to raid everything like barbarians. Though The Avengers, X-Men, Fantastic Four, and other heroes tried to fight off the army, but couldn't handle the new powers of the Symbiotic Goblin Serum enhanced soldiers Osborn had unleashed. And during this battle, two figures watch the mayhem in shock and awe.

"Is my daughter safe Shang-Shi?" Julia Carpenter, Madame Web, asked the martial artist vigilante.

"She's in a safe house I made for this kind of scenario." Shang-Shi answered.

Julia sighed with relief as she looked at Shang-Shi and said "I need to find Kaine as Osborn has allied himself with an evil we all know too well."

"So Jackal is involved as well? But Peter needs help as well." Shang-Shi interjected.

"Don't worry, I don't see him dying in this right now, but I also sense something viscous in this city as well…" Julia said as she made her way.

Meanwhile in Mercy Hospital, Kaine, Aracely, MJ, Carlie Cooper, Aunt May, and Jameson Sr. stayed still as the mad doctor Jackal appeared along with his minions Carrion and Doppelganger.

"Why so angry Kaine? Did you miss your pappy?" Jackal asked in a sad yet insane glee.

"What the f*ck you're doing here Miles!" Kaine threatened.

"Miles? As in Jackal Miles Warren?!" Carlie questioned as he aimed her pistol at Jackal, knowing how dangerous this madman was to Peter Parker and Kaine.

"Miles Warren or Jackal I don't care…" Jackal said in boredom "…I'm still the mad ready to kidnap Peter's family and I see that his wife is growing a new specimen in the oven."

In that moment that enraged Mary Jane as she yelled "You get the hell away from my baby you monster!"

"Oh we're just being mean to each other ma'am. But enough talk: Carrion, Doppelganger, kill Kaine and Aracely!" Jackal calmly ordered.

"Die…" Carrion hissed as he shot a stream of acid at Kaine who dodged it with ease. Kaine then pointed Peter's family and yelled "Get in there and lock the door!"

Carlie Cooper then escorted them in the hospital closet and said to Kaine "I'm not going to hide while these monsters kill you!"

In that moment they saw Aracely running to Jackal with a pipe as Kaine yelled "Aracely don't!"

"I won't let you hurt Peter's and MJ's baby!" Aracely yelled as Jackal crossed the line when he threatens the unborn child. She then decided to use her powers to mentally weaken Warren, but that backfired as what she saw scarred her to the core.

"Ah aha ha little girl, my mind is far to twisted for you hahaha!" Jackal laughed as he took the opportunity of Aracely's weakness and punched her in the face, knocking her out instantly.

"Bastard!" Kaine screamed as the beast within him was awakened as his eyes became red, along with two more sets or red eyes, fangs grew from his mouth and aimed is claws at Jackal as he yelled "PREY!"

Unfortunately before Kaine can unleash his rage on the Jackal, he was lunged at by Doppelganger and due to Kaine's state of mind, he and Doppelganger wrestled and slashed at each other with animalistic violence. Thus leaving only Carlie to face Carrion without aid.

"Just you and me lady." Carrion wheezed as he grinned.

"Go to hell!" Carlie yelled as he shot her pistol into Carrion's forehead, knocking him down against the wall.

"You know shooting him in the head won't kill this zombie." Jackal said as Carlie saw Carrion rise from the bullet wound with ease and grabbed Carlie by the neck. He then released a purple mist into the hallway, putting Carlie, Kaine, and Peter's family to sleep from the toxin.

"Now before he turns back…" Jackal said as he grabbed a syringe and drew out blood from Kaine. He then turned to see Menace and Goblin thugs with gasmasks and said "Just time boys, they're in the closet. I have big plans for them."

Meanwhile at the ruins Avengers Tower, Spider-Man and Sarah Stacy were at the mercy of Carnage/Osborn who had Grey Goblin and Green Goblin with him.

"You are a monster aren't you?!" Spider-Man growled, only to have a flame sword inches from his neck.

"Now now Spider-Man, I am just ending this so called Heroic Age as you just put more people in fear and pain as I while have them under my will!" Carnage proclaimed.

"And you think your will is the best dad!" A voice said behind Carnage, who instantly turned around to have a punch in the face by an armored fist. Everyone, including Spider-Man and Sarah were shocked to see someone in the American Son armor, but army green color, on a glider.

"Who dares…" Carnage hissed as his symbiote showed obvious rage.

"Your first son Norman…" The armored man said with venom as his helmet unmasked himself to reveal a very angry Harry Osborn. He then pointed up and said "…I brought some friends." It was in that moment Mercury Team was skydiving from a black ops helicopter and was aiming their weapons at Carnage and his minions.

Back with Kaine, he and Aracely awoke to see Peter's friends and family gone. Kaine then found a note on his chest that read 'FIND ME!'

"THAT SON OF A BITCH!" Kaine yelled in anger and punched the wall next to him, leaving a hole in the wall.

"Kaine…" Aracely came to Kaine side to try to comfort him with her powers.

"Sorry…" Kaine whispered with shame "…Peter I'm sorry."

"You can still save them…" A new voice said as the two looked to see Madame Web above them holding a long brown case.

"The hell you want Carpenter." Kaine growled.

"I'm here to help you find Jackal as Peter's family must live in order to end this. Also I need to help Aracely as well to save some she cares for." Madame Web said as she turned to Aracely who looked at her in confusion.

"Save who?" Aracely asked, it was then Julia placed a hand on Aracely's head as both their eyes began to glow.

"I am going to give you my teachings as well as remove your nightmares to save the friend you care for…" Madame Web said cryptically as the two shared their thoughts and memories as Kaine watch in confusion.

"The hell?" Kaine asked as the process was complete. It was then Aracely got up with what looks like more confidence as she ran down the hallway as she yelled "ANDI!"

"She has her mission and you have yours. So suit up and face your maker." Madame Web said as handed Kaine the case. It was then Kaine opened the case that contained a katana.

To be continued.


	11. Chapter 10

**I DON'T OWN ANYTHING.**

Chapter Ten: Family Secrets.

"Come on Jessie, they're following us!" A man yelled while holding his thirteen year old daughter as they ran from three Goblin thugs.

"They killed mom!" The girl cried as she tried to absorb the fact her mother was shot dead.

After several minutes of the running, the two were trapped in an alleyway as the thugs had them cornered.

"Nowhere to run man…" One thug threatened as he and his fellow thugs did the same.

"You get away from us you…" The father growled as he stepped in front of his daughter before suddenly…

***BANG***

He was shot in the head by the head Goblin Thug as the man's corpse fell in front of his daughter.

"DADDY!" The girl screamed at the loss of her father before the head thug kicked her down on the ground as the other two held down he arms and legs.

"Nowhere to run sweetie, Osborn has given us true freedom!" The head thug said in a voice full of zealous and perversion.

"No…please…" The girl cried as she knew what was going to happen to her before suddenly black webbing wrapped around the head thugs neck as he was lifted in the head.

"The f*ck just happened! Spider-Man should be fighting the boss!" One thug said in fear as they looked up to see a horrifying sight.

"Not Spider-Man, just us…" Eddie Brock, Toxin, hissed as he held the now dead head thug whose neck was broken grotesquely. "…AND NOW YOU WILL JOIN YOUR FRIEND!"

In that moment Toxin lunged at the other thugs as used his claws and fangs to maul the Goblin Thugs as the screamed in horror. The girl, however, stood in the alley corner in fear as she held her father's body. After the attack, Toxin turned to the girl who tried to stay quiet.

"There's a police barricade that's helping citizens escape this madness…" Toxin said with a shocking sense of calmness as he walked to the girl and gently lifts the girl on her feet "…You must leave your father for now child. But once I end this, he will be given a burial."

The girl simply nodded and hugged Toxin before saying "You saved me before…" as she ran to the barricade. It was then Toxin remembers the girl when she almost mutated into a spider monster during Spider-Island while he was Anti-Venom.

"This city is full of innocent lives being tormented…" Toxin growled as he looked as the horror of Norman Osborn's horror "…and at the end of the day, Carnage will die!"

Back at Avengers Tower's ruins, Spider-Man was battling Osborn/Carnage while Harry Osborn battled both Green Goblin and Grey Goblin with Mercury Team and Avengers faced off the Symbiote/Goblin hybrids.

"Looks what's happening Osborn!" Spider-Man yelled as he punched Carnage in the face, exposing his face. "You think your becoming head honcho after this?!"

"Indeed, and I am glad the family is coming together…" Carnage/Osborn chuckled as it got Sara's and Harry's attention.

"You are not getting Stanley you bastard!" Harry was ready to lay a punch on his father's face, only to have Green Goblin use a flame sword slash his glider.

"Oh are you sure he's safe from his grandfather?" Carnage said calmly as the heroes looked in shock.

"No…" Harry said in fear.

"But don't worry my son; his mother has him safe and sound." Carnage answered as he formed his hand in his hand and tried to slash the heroes.

"Where are they!?" Sarah demanded as she used her energy batons to stun Grey Goblin as Harry fends of Grey Goblin.

"In the kingdom with the good doctor hahahaha!" Grey Goblin cackled he kicks down Harry and Sarah.

Meanwhile within the Goblin Underground, Carlie Cooper began to wake up she turned to see she's within a chamber along with MJ, Aunt May, Jay Jameson, Liz Allen, Normie Osborn, and Stanley Osborn being held by Liz.

"The hell is going on?" Carlie asked groggily before their prison door opened to reveal Jackal and Menace standing together.

"Oh goodie, everyone is awake!" Jackal said in glee as everyone in the prison looked in terror.

"What do you want you bastards?" Carlie growled as she tried to calm everyone down to not show the villains their fear.

"We're just having a reunion sister." Menace said almost innocently as Jackal came in to do some explaining.

"What she means is that Osborn has some big plans for his and Parker's family and I currently have plans to do some bonding on both worlds and I need a test subject…" Jackal explained as he was pointing around before it seemed he was going to point at the pregnant Mary Jane, Carlie jumped up in front at her.

"Look if you're going to do a sick experiment, take me!" Carlie yelled as she defended Mary Jane.

"Okay then…" Jackal said casually as he motioned Menace to retrain Carlie and escort her out of the prison chamber.

"You are lucky sister; you're going to have a makeover!" Menace said like a teenage girl, to which Carlie noticed a strange device on her neck, showing that she's obviously under mind control. She was then escorted to Jackal's laboratory showing chambers with Carrion, Doppelganger, and what looks like hybrids of spider monsters from Spider-Island and symbiotes.

"My god…" Carlie said in shock as suddenly she was grabbed by a white arm as she turned to see Shriek with a strange device on her head as she looked drugged and beaten.

"Help…me…" Frances Barrison begged as she slumped down with tears in her eye.

"Now now, don't feed the animals." Jackal said as she had Menace pull Carlie to their destination, a high tech medical chamber with a metal cylinder next to it.

"What are you going to do to me?" Carlie said before she was slammed onto the medical gurney as Menace strapped her tightly while Jackal paced an IV line that lead from the metal cylinder.

"What we're doing? See working with the Carnage symbiote gave me inspiration…" Jackal explained as the metal around the cylinder came down, revealing a glass tube that the recently cloned black, red, and yellow Scream symbiote.

"No…" Carlie whispered as tears came from her eyes as suddenly Jackal pressed a button the Symbiote exited the chamber and went down the IV line and into Carlie's bloodstream as she began to convulse like she was having a seizure.

"…and what I'm doing is going to make you Scream!" Jackal proclaimed as Carlie's eyes became black and a serpentine tongue came from her mouth.

To be continued.


End file.
